Terms Of Sale

1Commencement & term

1.1 When you place an order (Order) for the piiq Digital multi-dimensional experience (piiq MDE), including our piiq Digital mirror and tablet and associated digital consulting methodology (Product), and we accept the Order, then an agreement between us both, on the terms set out in the Order and these terms and conditions, comes into effect.

1.2 This agreement will continue for the period specified in the Order (Term), unless earlier terminated in accordance with its terms.

2 Product, training & feedback

2.1 You are responsible to provide power and Internet connectivity for the Product once delivered.

2.2 The Product includes a digital mirror and tablet (the Hardware), as well as software, cloud service access, and associated digital consultation methodology (Services). The piiq MDE also includes an app to be downloaded and used by salon customers. We will also provide user guides as part of the Services.

2.3 During the Term, we will provide support as part of the Services, during our support hours as advised to you. We will provide you with support contact details.

2.4 During the Term, we will also provide upgrades to the Products as they are made generally available as part of the Services.

2.5 We will own all data, analytics and AI work product resulting from the provision of the Services and your use of the Product. We retain all ownership of the Services and grant you permission to use the software, provided as a service, incorporated in the Services.

2.6 When your customer places an order for haircare products using the Product, they form a contract directly with the supplier of the haircare products. We are not responsible for managing the supply of products. We may receive a commission from the supplier.

3. Your obligations in relation to the Product.

3.1. You must:
(a) prevent misuse of the Product by your personnel and contractors;
(b) ensure that your personnel and contractors create a confidential, strong login name and password and keep these confidential, and regularly change the password to another confidential, strong password that cannot be ascertained from the previous passwords. You must notify us immediately of any unauthorised use of a username or password that comes to the Salon’s attention;
(c) use any material we provide (Material) in accordance with our instructions.
(d) not copy, adapt, modify, distribute, sub-license, reverse engineer or reverse compile the Material;
(e) use the Product in accordance with our reasonable and lawful directions, including any changes to the Product description or associated user guides and documentation notified to you in writing;
(f) have and maintain appropriate privacy policies and comply with all applicable privacy legislation.

3.2 You may use the Product at the Salon Location specified in the Order only. You must not copy, adapt, modify, distribute, reverse engineer or decompile the Product, must not use the Product outside the Salon Location, and are not entitled to source code for the Product.

3.3 You agree that we and our licensors are the owners of all of the right, title and interest in the Product and must not act in any way that is inconsistent with those parties’ ownership of the Product, including keeping the Product free of liens and encumbrances, and not transferring or altering the Product in any way during the Term.

4 Requirements

4.1 You must ensure that any intellectual property notices on the Product are not altered or removed.

4.2 We will provide you with piiq imagery and branding for your use in accordance with our brand guidelines.

4.3 Except as permitted under clause 4.1, you must not use any mark that is substantially similar or deceptively identical to “piiq” for any product or service.

4.4 During the Term and for 6 months after the Term you must not, in the state of the Salon Location, use or promote any product competitive to the Product.

4.5 You agree to take all reasonable steps to avoid doing or causing anything that may cause detriment to our good standing or reputation.

4.6 You should ensure that you have adequate insurances in place to cover the Product and your business during the Term. You remain solely responsible for your provision of your products and services to your customers.

5 Infringement

5.1 You must promptly notify us of any circumstance of which you become aware, which may constitute any infringement of any of the Product or the “piiq” mark, passing off or contravention of consumer protection legislation, and must provide assistance to us at our reasonable request and at our cost in respect of any action which we may undertake against third parties in relation to the infringement, passing off or contravention.

5.2 We will have the sole right to institute infringement proceedings in respect of the Product.

5.3 Nothing in this agreement assigns any of our intellectual property to you.

6Pricing & Taxes

6.1 Our pricing for the Product is set out on our Website and will be confirmed in your accepted Order.

6.2 If you have selected our Flexi plan, you must use the Product for 100 clients in each calendar month. If you meet this threshold, you are not required to make any payment for the Product, and we will deduct a commission on product sales and a fixed amount on salon treatments, as set out on our website. If you do not meet the threshold, we will invoice you for the amount stated on our website for our Monthly plan (plus GST), and you must pay this amount within 14 days of the invoice date. You are able to switch from our Flexi plan to our Annual plan at any time by notifying us in writing.

6.3 If you have selected our Monthly plan, we will invoice you for the amount stated on our website per month (plus GST) and you must pay this amount within 14 days of the invoice date.

6.4 If you have selected our Annual plan, we will invoice you for the amount stated on our website for our Annual plan (plus GST) upfront for 12 months, and you must pay this amount within 14 days of the invoice date.

6.5 A recipient of a taxable supply made under this agreement must pay to the supplier, in addition to the consideration for the taxable supply, any GST paid or payable by the supplier in respect of the taxable supply, on presentation of a valid tax invoice.

7 Warranties & Insurance

7.1 We warrant that:
(a) we have all necessary right, title and interest to grant the rights under this agreement;
(b) the use of the Product by you in accordance with this agreement will not infringe the IPR of any third party. This warranty does not apply to the extent that the infringement arose from the unauthorised use, modification or combination of the Product with other material, our compliance with your directions or specifications, your use of the Product outside the Salon Location, or your continued use of the Product after we have advised you of an infringement claim; and
(c) to the extent that the Product includes copyright material, we obtained all necessary consents in relation to moral rights to enable you to deal with the Product in accordance with this agreement.

7.2 In any case of a claim of intellectual property infringement, our sole liability is, at our option, to procure the necessary rights for you, to provide a replacement product of equivalent functionality, or, if neither of these options is reasonably available, we are entitled to terminate this agreement in which case clause REF _Ref517543737 \r \h \* MERGEFORMAT 11 will apply.

7.3 During the Term, we will, at our option, repair or replace any defective Hardware if you have promptly notified us of the fault and complied with our reasonable directions as to the repair or replacement. If however the hardware has been broken or misused after delivery to you through no fault of ours, you should contact us for repair or replacement pricing and options.

7.4 Other than the warranty under clause REF _Ref517542567 \r \h \* MERGEFORMAT 7.1 and our obligations under clause REF _Ref519007378 \r \h \* MERGEFORMAT 7.3, to the extent permitted by law, the Product is provided on an “as is” basis, and we exclude all warranties or representations as to the functionality or performance of the Product, including any warranty of merchantability, fitness for purpose or that the Product’s performance will be uninterrupted, error-free or without delay, that all errors will be corrected or that the Product will not affect your salon systems.

7.5 You warrant that you have and will maintain during the Term (and, if on a claims made basis, for 7 years after the end of the Term) public liability insurance in the amount of $10 million with a reputable insurer. You will provide evidence of the insurance on our request.

7.6 You warrant and represent that you have had the opportunity to negotiate and seek legal advice on the terms of this agreement.

7.7 Each party warrants that it has all necessary authority to enter this agreement.

8 Liability

8.1 To the extent permitted by law, each party excludes all liability arising out of or in any way connected with this agreement, except in relation to:
(a) the warranties in clause REF _Ref517541859 \r \h \* MERGEFORMAT 7;
(b) indemnities under this agreement;
(c) fraud or unlawful conduct; or
(d) in your case, your breach of clause 3.2.

8.2 To the extent permitted by law, each party excludes all liability relating to indirect, cosequential, special or economic loss, punitive damages, loss of data, loss of goodwill, loss of business or loss of anticipated profits.

8.3 You indemnify us, our directors, officers, employees and agents against any loss or claim arising directly or indirectly from your breach of this agreement, loss of or damage to the Product while in your possession or control, claims from your personnel or customers or your negligence.

8.4 To the extent not otherwise excluded by this agreement, our total aggregate liability (and that of its directors, officers, employees, agents and suppliers) under or in relation to this agreement, however arising, is to the extent permitted by law limited in aggregate to actual direct damages in an amount equal to the amounts paid by the Salon in the 12 months preceding the first claim.

8.5 A party’s liability will be reduced proportionally to the extent caused or contributed to by the other party. Each party must mitigate its loss in relation to this agreement.

8.6 To the extent permitted by law, each party excludes any terms or warranties that might otherwise be implied into this agreement.

8.7 To the extent that liability cannot be excluded by this agreement, including in the case of any non-excludable rights you may have under the Australian Consumer Law, a party’s liability is limited to::
(a) in the case of goods, replacing or repairing the goods or paying for the replacement of the goods; or
(b) in the case of services, supplying the services again or paying for the resupply of the services.

9 Confidentiality & customer information

9.1 A recipient of confidential information under this agreement must not use or disclose the information, which includes information about the business, financial plans and customer lists, as well as, in the case of piiq Digital, all technical information concerning the Product, of the party disclosing the information, except as required for performance of this agreement.

9.2 You must ensure that customers have provided all necessary consents to allow us to access any customer information that you provide to us and that this is reflected in your privacy policy (if any). We will use the customer information in accordance with our privacy policy (@TED, USE LINK: HYPERLINK "http://www.piiqdigital.com/privacy-policy" www.piiqdigital.com/privacy-policy).

9.3 You must maintain the confidentiality and security of customer login information entered into the Product.

10 Compliance with laws & disputes

10.1 Each party must comply throughout the Term with all applicable laws, regulations or licences (Laws) in relation to the performance of this agreement.

10.2 A party must promptly notify the other party if it receives a written allegation of non-compliance with any Laws in relation to the performance of this agreement.

10.3 Any dispute or difference arising in relation to this agreement (Dispute) must first be referred for discussion between senior executive officers of each party before either party commences any proceedings (other than an application for urgent interlocutory relief).

11 Termination & expiry

11.1 A party may terminate this agreement by giving written notice to the other party if:
the other party materially breaches this agreement or commits a series of breaches which, taken together, constitute a material breach of this agreement; or
to the extent permitted by law, the other party becomes insolvent as defined in the Corporations Act 2001.

11.2 At the end of the Term, if this agreement is still current, you will have the following choices:
renew the agreement on all the same terms, including this renewal clause, for a subsequent Term of 24 months at our then-current pricing, receiving the latest version of the Product with support for the subsequent Term.
Return the Product for recycling with no further obligation.

11.3 We will provide courier pricing for the return of the Product or you may make your own arrangements for the return. You will be responsible for the Product until delivery to us or our courier in accordance with our requirements.

11.4 On termination or expiry of this agreement, you must immediately cease using the Product and your subscription key will expire. You will no longer have access to the client records that you have created on the Product.

11.5 Each party must mitigate the cost of termination.

11.6 Termination does not affect the accrued rights of either party.

12 Our rights in the Hardware

12.1 Risk in the Hardware passes to you at the time of delivery. You must insure the Hardware on or before delivery.

12.2 If any of the Hardware is damaged or destroyed following delivery, we are entitled to receive all insurance proceeds payable for the goods. You will hold the benefit of your insurance on the Hardware on trust for us. Our production of this agreement is sufficient evidence of our right to the insurance proceeds.

12.3 You must not encumber or charge the Hardware; you hold the Hardware as our bailee.

12.4 If this agreement is terminated or expires, we may enter the premises where the Hardware is located and repossess it or instruct an agent to do so. You irrevocably authorise us or our agent to do so, and indemnify us against any loss or claim which we suffer in connection with our exercise of our rights under this clause. We may also recover possession of goods in transit before delivery has occurred.

12.5 You must retain any marking or label on the Hardware.

12.6 We may register a security interest in the goods and you must do everything reasonable to assist us to do so and to exercise our rights in connection with the security interest. Our rights under this agreement are in addition to our rights under the Personal Property Securities Act 2009 (Cth) (PPS Act).

12.7 The following provisions of the PPS Act do not apply to the Hardware: sections 95 (notice of removal of accession), 96 (retention of accession), section 125 (obligations to dispose of or retain collateral); section 132(3)(d) (contents of statement of account after disposal); section 132(4) (statement of account if no disposal); section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (re-instatement of security agreement).

12.8 You waive your rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Act, or to the extent permitted under section 115 of the PPS Act, notices under section 118, 121(4) or 130 of the PPS Act.

12.9 The parties agree not to disclose information of the kind that can be requested under section 275(1) of the PPS Act. You must do everything necessary on your part to ensure that section 275(6)(a) of the PPS Act continues to apply. The agreement in this clause is made solely for the purpose of allowing to us the benefit of section 275(6)(a) and we will not be liable to pay damages or any other compensation or be subject to injunction if we breach this clause.

12.10 You must not create, purport to create or permit to be created any 'security interest' (as defined in the PPS Act) in the Hardware other than with our express written consent, or do anything to cause our interest to rank lower than a security interest of a third party.

12.11 You must not lease, hire, bail or give possession of ('sub-hire') the Hardware to anyone else unless we (in our absolute discretion) first consent in writing and any such sub-hire is subject to our rights.

12.12 You must provide us when requested all details of the location of the Hardware.

12.13 Unless included in our invoice, we will not arrange insurance cover for the Hardware in transit. We are not obliged to give you a notice referred to in section 35(3) of the Sale of Goods Act 1923 (NSW) (or any equivalent legislation).

13 General

13.1 A party must not assign, novate, charge or otherwise deal with this agreement or any right or interest in it, without the prior written approval of the other party, in that other party’s discretion.

13.2 This agreement sets out the parties’ entire agreement in relation to its subject matter and may only be amended by the parties’ agreement in writing.

13.3 Neither party is responsible for failure to fulfil any non-monetary obligations due to events beyond its reasonable control.

13.4 The failure of a party to insist on or enforce performance of any provision of this agreement or to exercise any rights under this agreement will not be construed as a waiver.

13.5 If a provision of this agreement is found to be illegal or unenforceable, that provision is deemed to be omitted without affecting the remaining provisions.

13.6 This agreement may be executed in any number of counterparts.

13.7 This agreement is governed by the laws of NSW. Each party submits to the non-exclusive jurisdiction of the courts having jurisdiction in NSW and courts of appeal from them in relation to matters arising from this agreement.

13.8 Note: piiq Digital encourages you to seek legal advice about the effect of this agreement and raise any questions or changes with us.